EX-3(v)
BY-LAWS OF
ENERGY OPTICS INC.
ARTICLE I
CORPORATE OFFICE
The principal office of the corporation in the State of New Mexico shall be
located in the City of Las Cruces, and County of Dona Ana.
The registered office of the corporation required by the New
Mexico Business Corporation Act, Section 53111,. N.M.S. 1978
Anno., et seq., to be maintained in the State of New Mexico may
be, but need not be, identical with the principal office in the
State of New Mexico, and the address of the registered office may
be changed. from time to time by the Board of Directors.
ARTICLE II
SHAREHOLDERS' MEETINGS
Section 1. Annual Meeting. The annual meeting of shareholders for the
election of directors and the transaction of such other business as may properly
come before it shall be held at the registered office of the corporation or at
such other place within or without the State of New Mexico as shall be set forth
in the notice of meeting. The meeting shall be held on the fourth Monday in the
month of August of each year, beginning with the year 1979, at the hour of 10:
20 a.m. If the day fixed for the annual meeting shall be a legal holiday, such
meeting shall be held on the next succeeding business day. Failure to hold the
annual meeting at the designated time shall not work a forfeiture or dissolution
of the corporation. If the election of directors is not held on the day
designated herein for any annual meeting, or any adjournment thereof, the board
of directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as may be convenient.
Section 2. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the president or by the board of directors, and shall be called by the president
at the Written request of the holders of not less than one-tenth (1/ 10) of all
of the outstanding shares of the corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The President, and in the absence of the
president, the secretary, may designate a place, either within or without the
State of New Mexico, as the place of meeting for the annual meeting or any
special meeting called by the president or secretary. If no designation is made,
or a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation in the State of New Mexico.
Section 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten (10) nor
more than fifty (50) days before the date 'of the meeting, either personally or
by mail, at the direction of the president, the secretary or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
the meeting. If mailed, the notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder. at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid. Attendance of a shareholder in person or by proxy at a meeting
constitutes a waiver of notice of the meeting, except where a shareholder
attends a meeting for the express purpose of objecting to the transaction of any
business because a meeting is not lawfully called or convened.
A waiver of notice signed by all shareholders entitled to vote at the
meeting may designate any time or place, either within or without the State of
New Mexico, as the time and place for the holding of such meeting.
Section 5. Meeting of all Shareholders. If all of the shareholders entitled
to vote shall meet at a time and place, either within or without the State of
New Mexico, and consent to the holding of a meeting, such meeting shall be valid
without call or notice, and at such meeting any corporate action may be taken.
Section 6. Closing of Transfer Books or Fixing Date of
Record Date. The date on which notice of the meeting is mailed or
the date on which the resolution of the Board of Directors
declaring a dividend is adopted, as the case may be, shall be the
record date for such. determination of shareholders.
Section 7. Voting List. The secretary shall make a complete list of the
shareholders entitled to vote at each meeting with the address and number of
shares held by each. Such list shall be produced, kept open, and subject to
inspection of any shareholder during the whole time of the meeting for the
purposes thereof.
Section 8. Quorum of shareholders. A majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of the shareholders. A quorum, once attained at a meeting, shall be deemed to
continue until adjournment notwithstanding the voluntary withdrawal of enough
shares to leave less than a quorum. If a quorum is present, the affirmative vote
of the majority of shareholders represented at the meeting and entitled to vote
on the subject matter shall be the act of the shareholders, unless a vote of a
greater number is required by law. If. however, such quorum shall not be present
or represented at any meeting of the shareholders, shareholders entitled to vote
thereat, present in person or represented by proxy shall have the power to
adjourn the meeting to a future date at which. a quorum shall be present or to a
future date at which a quorum shall be present or represented. At such adjourned
meeting, any business may be transacted which might have been transacted at the
meeting as originally called.
Section 9. Voting of Shares. Each outstanding share, regardless of class,
shall be entitled to one (1) vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting rights of the
shares of any class or classes are limited or denied by the articles of
incorporation.
Section 10. Voting of Shares by Certain Holders.
A. Neither treasury shares, nor shares held by another corporation, if
a majority of the shares entitled to, vote for the election-,of directors of the
other corporation is held by this corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given
time'.
B. Shares standing in the name of another corporation, domestic or
foreign, may be voted by any officer, agent or proxy as the by-laws of such
corporation prescribed, or, in the absence of such provision, as the board of
directors of such corporation may determine.
C. Shares held by an administrator, executor, guardian or conservator
may be voted by him, either in person or by proxy, without a transfer of the
shares into his name. Shares standing in the name of a trustee, or a custodian
for a minor, may be voted by him, either in person or by proxy, but only after a
transfer of the shares into his name.
D. Shares standing in the name of a receiver or bankruptcy trustee may
be voted by the receiver or bankruptcy trustee, and shares held by or under the
control of a receiver or bankruptcy trustee may be voted by him without the
transfer thereof into his name if authority so to do is contained in an
appropriate order of the court by which the receiver or bankruptcy trustee was
appointed.
E. A shareholder whose shares are pledged may vote the shares until
the shares have been transferred into the name of the pledgee, and thereafter
the pledgee may vote the shares so transferred.
F. Shares standing in the name of a partnership may
be voted by any partner, and shares standing in the name of a
limited partnership may be voted by any general partner.
G. Shares standing in the name of a person as life
tenant may be voted by him, either in person or by proxy.
H. From the date on which written notice of redemption of redeemable
shares has been mailed to the holders thereof and a sum sufficient to redeem
such shares has been deposited with a bank or trust company with irrevocable
instruction and authority to pay the redemption price to the holders thereof
upon surrender of certificates thereof, the shares shall not be. entitled to
vote on any matter and shall not be deemed to be outstanding shares.
Section 11. Proxies Every proxy must be written, dated, and signed by the
shareholder or by his duly authorized attorney in fact. No proxy shall be valid
after eleven (11) months from the date of its execution, unless otherwise
specifically provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it.
Section 12. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
to a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, -shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
Section 13. Cumulative Voting. Cumulative voting at-the
election of directors is not permitted.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business and affairs of
the corporation shall be managed by its Board of Directors, who
by resolution may delegate as they may deem in the best interests
of the corporation.
Section 2. Number, Tenure and Qualifications. The number of directors of
the corporation shall be established by resolution of the Board of Directors at
their organizational meeting. The number of directors may be increased or
decreased from time to time by amendment to these by-laws, but no decrease shall
have the effect of. shortening the term of any incumbent director, and there
shall always be at least (3)three term of office of each director shall be until
the next annual meeting of the shareholders, and each director shall hold office
for the term for which he is elected and until his successor has been elected
and qualified. Directors need not be residents of the State of New Mexico or
shareholders of the corporation.
Section 3. Duties and Powers. The board of directors shall have control and
management of the business and affairs of the corporation. The directors shall
in all cases act as a board, regularly convene, and, in the transaction of
business the act of a majority present at a meeting except as otherwise provided
by law shall be the act of the board, provided a quorum is present. The
directors may adopt such rules and regulations for the conduct of their meetings
and the management of the corporation as they may deem proper, not inconsistent
with law or these by-laws.
Section 4. Regular Meetings. A regular meeting of the board of directors,
for the purpose of electing or appointing officers and for the transaction of
any other business which may come before the meeting, shall be held without
other notice than this by-law, immediately after, and at the same place, as the
annual meeting of shareholders The board of directors may provide, by
resolution, the time and place, either within or without the State of New Mexico
for the holding of additional regular meetings without other notice than such
resolution.
Section 5. Special Meetings. Special meetings of the board of directors may
be called by or at the request of the president at any time. The president must,
upon a written request of any director, call a special meeting to be held not
more than seven (7) days after the receipt of such request. The president may
fix any place, either within or without the State of New Mexico as a place for
holding any special meeting of the board of directors.
Section 6. Notice. Notice of any special meeting shall be given at least
two (2) days previously thereto by written notice delivered personally or mailed
to each director at his last known post office address. or sent by telegram. If
mailed. 'such notice shall be deemed to be delivered when deposited in the
United States mail in a sealed envelope so addressed, with postage thereon
prepaid, If notice is given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any director
may waive notice of any meeting. The attendance of a director at any meeting
shall constitute a waiver of notice of such meeting except that where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at , nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice or waiver of
notice of such meeting.
Section 7. Quorum. A majority of the number of directors shall constitute a
quorum for the transaction of business at any regular or special meeting. A
quorum, once attained at a meeting, shall be deemed to continue until
adjournment notwithstanding a voluntary withdrawal of enough directors to leave
less than a quorum. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the board of directors.
If less than a majority of the directors are present at any meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice.
Section 8. Manifestation of Dissent. A director who is present at a meeting
of the board of directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.
Section 9. Vacancies. Any vacancy occurring in the board of directors may
be filled by the affirmative vote of a majority of the remaining directors
though less than quorum of the board of directors. A director elected to fill a
vacancy shall be elected for the unexpired term. of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
directors shall be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose.
Section 10. Action Without a Meeting. Any action that may be taken by the
Board of Directors at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, shall be signed before such
action by all of the directors.
Section 11. Compensation. By resolution of the board of directors,
directors may receive a stated salary or a fixed sum plus expenses of
attendance, if any, for attendance at any regular or special Meeting of the
board of directors; provided, that nothing herein contained shall be construed
to preclude any director from serving the corporation in any other capacity and
receiving compensation- therefor.
Section 12. Removal of Directors. At a shareholders' meeting called
expressly for that purpose, one or more directors, or the entire board of
directors .' may be removed, with or without cause, by a vote of the holders of
a majority of the shares and entitled to vote at an election of directors.
Section 13. Resignation. Any director may resign his
office at any time, such resignation to be made in writing and to
take effect immediately without acceptance.
Section 14. Committees. The board of directors, by resolution adopted by a
majority of the full board of directors, may designate from among its members an
executive committee and one (1) or more other committees each of which, to the
extent provided in the resolution, shall have and may exercise all the authority
of the board of directors, but no such committee shall have the authority of the
board of directors in reference to amending the articles of incorporation
adopting a plan of merger or consolidation, recommending to the shareholders the
sale, lease, exchange or other disposition of all or substantially all the
property and assets of its business, recommending to the shareholders a
voluntary dissolution of the corporation or a revocation thereof, or amending
the by-laws of the corporation. The designation of any such committee and the
delegation thereto of authority shall not operate to relieve the board of
directors, or any member thereof, of any responsibility imposed by law.
ARTICLE IV
OFFICERS
Section 1. Officers and Qualifications. The officers of this corporation
shall consist of a president-, one or more vice presidents, (the number thereof
to be determined by the board of directors from time to time), the secretary and
a treasurer, each of whom shall be elected by the board of directors at the time
and in the manner prescribed by these by-laws. Other officers and assistant
officers and agents deemed necessary may be elected or appointed by the board of
directors or chosen in the manner prescribed by these by-laws. Any two (2) or
more offices may be held by the same person, except the offices of president and
secretary. All officers and agents of the corporation, as between themselves and
the corporation, shall have the authority and perform the duties in the
management of the corporations provided in these by-laws, or as determined by
the resolution of the board of directors not inconsistent with these by-laws.
Section 2. Election and Term. All officers of the corporation shall be
elected annually by the board of directors at its regular meeting held
immediately after the annual meeting of shareholders. If the election of
officers is not held at such meeting, such election shall be held as soon
thereafter as may be convenient. Each officer shall hold office until his
successor has been duly elected and qualified, or until removed as hereinafter
provided.
Section 3. Vacancies. Vacancy in any office because of
death, resignation, removal, disqualification or otherwise ' may-
be filled by the board of directors for the unexpired portion of
the term. Vacancies may be filled or new offices created and
filled at any meeting of the board of directors.
Section 4. Removal. Any officer or agent may be removed by the board of
directors whenever in its judgment the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person removed. Election or appointment of an officer or
agent shall not of itself create contract rights.
Section 5. Duties of Officers. The duties and powers of
the officers of the corporation shall be as follows and that
shall hereafter be set by resolution of the board of directors:
CHAIRMAN OF THE BOARD OF DIRECTORS
The board of directors shall have the right and power to elect a chairman
from among the members of the board of directors. If a chairman of the board of
directors is elected, he shall preside at all meetings of the board of directors
in place of the president of the corporation, and he may also cast his vote on
all questions.
PRESIDENT
A. The president shall be the principal executive
officer of the corporation and shall in general supervise and
control all of the business and affairs of the corporation.
B. He shall preside at all meetings of the shareholders and shall
preside at all meetings of the directors unless a chairman of the board of
directors is elected, in which case he shall preside only in the absence of the
chairman of the board of directors.
C. He shall present at each annual meeting of the
shareholders and directors a report of the condition of the
business of the corporation.
D. He shall cause to be called regular and special
meetings of the shareholders and directors in accordance with the
requirements of the statute and these by-laws.
E. He shall appoint, discharge and fix the
compensation of all employees and agents of the corporation other
than the duly elected officers,. subject to the approval of the
board of directors.
F. He shall sign and execute all contracts in the name of the
corporation, and all certificates for shares of the corporation, all deeds,
mortgages, bonds, contracts, notes, drafts, or other orders for the payment of
money, or other instruments which the board of directors have authorized to be
executed, except in cases where the signing and execution of shall be expressly.
delegated by the board of directors or by these by-laws to some other officer or
agent of the corporation, or shall be required by law to be otherwise signed or
executed.
G. He shall cause all books, reports statements, and
certificates to be properly kept and filed as required by law.
H. He shall enforce these by-laws and perform all the duties incident
to his office and which Are required by law, and, generally, perform all duties
incident to the* office of president and such other duties as may be prescribed
by the board of directors from time to time.
VICE PRESIDENT
In the absence of the president or in the event of his inability or refusal
to act, the vice president (or if there be more than one vice president, the
vice presidents in order of seniority)' shall perform the duties of the
president, and when so acting, shall have all the powers and be subject to all
the responsibilities of the office of president. The vice president shall also
perform such other duties and have such other powers as from time to time may be
assigned to him by the board of directors or president.
SECRETARY
A. The secretary shall keep the minutes of the
meetings of the board of directors and of the shareholders in the
appropriate books. '
B. He shall attend to the giving of notice of special
meetings of the board of directors and of all the meetings of the
shareholders of the corporation.
C. He shall be the custodian of the records and seal of the
corporation and shall affix the seal to the certificates representing shares and
other corporate papers when required.
D. He shall keep at the principal office of the corporation a book or
record containing the names, alphabetically. arranged, of all persons who are
shareholders of the corporation, showing their mailing addresses, the number of
shares held by them respectively, and the dates when they respectively became
the owners of record thereof. He shall keep such book or record and the minutes
of the proceedings of its shareholders open daily during the usual business
hours, for inspection, within the limits prescribed by law, by any person duly
authorized to inspect such records. At the request of the person entitled to an
inspection thereof, he shall prepare and make available a current list of the
officers and directors of the 'corporation and their mailing addresses.
E. He shall attest the. execution of instruments on
behalf of the corporation by a proper officer thereof, and he
shall affix the corporate seal to such instruments on behalf of
the corporation.
F. He shall sign all certificates representing shares
and affix the corporate seal thereto.
G. He shall attend to all correspondence and present
to the board of directors at Its meeting all official
communications received by him.
H. He shall have general charge of the stock transfer
books of the corporation.
I. He shall in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by
the president or by the board of directors.
TREASURER
A. The treasurer. shall have the care and custody of and be
responsible for all the funds and securities of the corporation and shall
deposit such funds and securities in the name of ' the corporation in such
banks, trust companies or other depositaries as shall be designated by the board
of directors.
B. Subject to banking resolutions adopted by the
board of directors, he shall make, sign, and endorse in the name
of the corporation. all checks. drafts, notes, and other orders
for the payment of money, and pay out and dispose of such under
the'-direction of the president or the board of directors.
C. He shall keep at the principal office of the corporation accurate
books of account of all its business and transactions and shall at all
reasonable hours exhibit books and accounts to any director upon application at
the office of the corporation during business hours.
D. He shall render a report of the condition of the finances of the
corporation at each regular meeting of the board of directors and at such other
times as shall be required of him, and he shall make a full financial report at
the annual meeting of the shareholders.
E. He shall further perform all duties incident to
the office of treasurer of the corporation.
F. If required by the board of directors, he shall
give such bond as it shall determine appropriate for the faithful
performance of his duties.
OTHER OFFICERS
Other officers shall perform such duties and have such powers as may be
assigned to them by the board of directors. Assistant secretaries and assistant
treasurers, in general, shall perform such duties as shall be assigned to them
by the secretary or the treasurer, respectively, or by the president or the
board of directors.
Section 6. Vacancies. All vacancies in any office shall
be filled promptly by the board of directors, either at regular
meetings or at a meeting specially called for that purpose..
Section 7. Compensation of Officers. The officers shall receive such salary
or compensation as may be fixed by the board of directors. No officers shall be
prevented from receiving compensation by reason of the fact that he is also a
director of the corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on
behalf of the corporation and no evidences of indebtedness shall
be issued in its name unless authorized by a resolution of the
board of directors. Such authority may be general or confined to
specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidence of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.
Section 4. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the' corporation in such
banks, trust companies or other depositaries as the board of directors may
select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates. The shares of the corporation shall be represented
by certificates prepared by the board of directors and signed by the secretary
or an assistant secretary.. The certificates shall be numbered consecutively and
in the order in which they are issued; they shall be bound in a book and shall
be issued in consecutive order therefrom, and in the margin thereof or on a
stock record page shall be entered the name of the person to whom the shares
represented by each such certificate are issued, the number of such shares, and
the date of issue. Each certificate shall state the registered holder's name,
the number of shares represented thereby, the date of issue, the par value of
such shares, or that they are without par value. All certificates surrendered to
the* corporation for transfer shall be. cancelled and no new certificates shall
be issued until the former certificate for a like number of shares shall have
been surrendered and cancelled, except that in case of a lost, destroyed, or
mutilated certificate, a new one may be issued therefor upon such terms and
indemnity to the corporation as the board of directors may prescribe.
Section 2. Transfer of Shares. The transfer of shares in the corporation
shall be made only an the stock transfer books of the corporation by the holder
of record thereof or by his legal representative or by his attorney thereunto
authorized by power of attorney duly executed and filed with the* secretary or
treasurer of the corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name the shares stand on the
books of the corporation shall be deemed by the corporation to be the owner
thereof for all purposes.
ARTICLE VII
DIVIDENDS
The board of directors. at any regular or special meeting may declare
dividends payable out of the surplus of the corporation, subject to the
restrictions and limitations imposed by law whenever in the exercise of its
discretion it may deem such declaration advisable. Such dividends may be paid in
cash, property, or shares of the corporation..
ARTICLE VIII
CORPORATE SEAL
The Board of Directors shall not be required to use a corporate seal.
ARTICLE IX
FISCAL YEAR
The corporation shall have a fiscal year, which shall be determined by the
board of directors during the first twelve months of operation of the
corporation. Such fiscal year shall end on the* last day of any one calendar
month, and shall begin the first day of the next succeeding calendar month.
ARTICLE X
INDEMNIFICATION
The corporation shall indemnify any director or officer or former director
or officer of the corporation, or any person who may have served at its request
as a director or-officer of another corporation in which it owns shares of
capital stock or of which it is a creditor, against expenses actually and
reasonably incurred by him in connection with the defense of any action, suit or
proceeding, civil or criminal, in which he is made a party by reason of being or
having been such a director or officer, except in relation to matters as to
which he shall, be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty to the corporation. The
foregoing shall not be construed as prohibiting in any way any broader
indemnification permitted by the articles of incorporation
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or director
of the corporation under the provisions of these by-laws or under the provisions
of the Articles of Incorporation or under the provisions of the New Mexico
Business Corporation Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice. whether before or after the time stated therein
shall be deemed equivalent to the giving of such notice.
ARTICLE XII
AMENDMENTS
These by-laws may be altered, amended, or repealed, and new by-laws may be
adopted by a majority of the stockholders at any regular or special meeting of
the shareholders.
ATTEST:
/S/ Richard P. Howell
SECRETARY
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
